Her Alma Mater
by Blackfire 18
Summary: Holley revisits Radiator Springs after a busy month only to find she and Mater have less in common than she remembers. Finn reminds her that the life of a spy rarely entertains the prospect of love.  Post Cars 2


**Her Alma Mater**

**Disclaimer: I do not own Cars 2 or any of the characters there within, they are property of Disney Incorporated Pixar film. I am not making any profit from this, etc.**

"Leave it, Holley, the whole bridge's about to go!"

Agent McMissile reversed into his partner's bumper, but she was having none of it.

"I can catch him! Just let me—" The spy deployed her grapple cords at the back end of their fleeing adversary, a Doctor Gasket, but one prong got deflected by a falling chunk of concrete and wedged itself into a collapsing garter. The bridge trembled as the compounded amount of C4 strung along its bottom began to ignite. Doctor Gasket revved toward the fireball, his collapsible wings expanding, and took to the air at full speed just clearing the blast.

"Siddeley, come in low, this is going to be snug." McMissile shouldered his hidden machine gun and took aim at his companion's snagged cord as she struggled to jar it loose. The bridge was nearly a mile long, but not long enough to escape the impending explosion. The growing fireball had since quadrupled in size and closed on their end of the bridge. To the left of the chaos, Siddeley came roaring low overhead. They would have one shot.

Miss Shiftwell was not going to like this.

The agent thrust his wheels into reverse and slammed Holley's fender hard, her startled cry drowned by his screeching tires, and shot at the electric cable. It snapped in two. McMissile and Holley went careening over the far side of the bridge.

Holley was too shocked to scream as her tires left the security of asphalt for open air. Something cold and hard smashed over her boot just before the sweltering blast of the explosion shoved them both violently through the air.

When the agent reopened her eyes, she saw the ocean racing beneath them. Confusion overtook her fear, but it was another few nut-wrenching moments before Finn tugged her into Siddeley's waiting cabin.

Finn returned his steel magnet glove to its wheel well and examined the damage to his rear brumprette grappling hook.

"That's a little closer than I prefer." He mused over the twisted hook, his expression somewhat less than pleased. Holley dragged herself the rest of the way over the threshold, reeling in her severed Taser cords.

"I'm sorry, Finn. I thought I had a clear shot. We were so close."

"'Close' is only good for horseshoes and hand grenades. A good agent knows when to about turn when the need calls for it and pick up the pieces; however big they may be." He glanced around the rookie spy to the destroyed bridge just as the cabin bay doors wound shut.

"But now Doctor Gasket has escaped! How will we ever find him? What were the Americans thinking?" Holley called up a grid of San Diego on her holographic monitor as an excuse to hide her embarrassment for nearly killing them both in her overeager attempt to subdue the mad doctor.

"He'll turn up." McMissile said simply, retracting all of his hardware and settling into his stall. "It may take anywhere from a few hours to a few days. Patience is a necessary quality for field spies, you'll learn that soon enough…if you haven't already."

Holley sighed and closed the empty map in the holographic screen.

"Bugger it." She muttered angrily under her breath. "I botched up the mission when things went all pear-shaped. I could swear I had him there in my sights. I'm getting right tired of chasing this twit." The agent drove into her own stall, blankly watching the lights along the Californian coast gradually cluster together out the window.

"I can see why the Americans need help catching that dodgy Yank." McMissile sipped at a glass of transmission fluid. "He's an oily sort."

Holley didn't respond. Finn looked over at his silently fuming partner and opened his mouth to speak when Siddeley came over the line.

"Where precisely are we headed now, sir?"

The spy shut his eyes to clear his thoughts.

"I'm almost willing to guarantee the Americans won't find their man for at least forty-eight hours. No doubt he's crawled down a hole to regroup. It'll be difficult enough for us to search without headquarters' technology or arsenal at our disposal. Our fellow agents won't even make contact until they have Gasket back on radar. I'm near ready to take this brief holiday for all it's worth."

A gentle throat clearing called McMissile's attention across the cabin.

"Finn?" Holley had turned her stall to face her partner, but would not meet his gaze. "We are rather close to Radiator Springs and I know I hardly deserve it but, well, since we are already across the pond, may we—?"

Finn considered the other agent. Her green eyes flickered hopefully between his then away.

"I have been running you rather ragged this past month—and this being your first real field assignment," his voice gained strength, "Siddeley, wing us over to Radiator Springs. We have some business to attend there."

Agent McMissile smiled at Holley's overjoyed cheer.

* * *

><p>Holley wasted no time disembarking as she zoomed off into the desert sand, McMissile following at a slower pace.<p>

Radiator Springs was seeing much more tourism these days now that McQueen had set up shop at the sleepy backcountry town. There was more bustle and fuss on the streets than Holley remembered a few months ago. Nonetheless, it was wonderful to see the quaint little hamlet again after so many hotel rooms and dank underground spy network tunnels.

She rounded the circumference of the town before finding Mater at Flo's just as Finn's tires touched asphalt.

"Mater!" she cried.

"Holley!"

The two greeted each other enthusiastically, as Finn settled in to speak with the sheriff.

"Miss Shiftwell, ain't you as purty as ever!" Mater whipped his tow chain around in circles. Holley smiled graciously for the compliment. "She-oot! How is the spy life treatin' you?"

"Oh well, ah," Holley stumbled as McQueen drove up behind them.

"Hey Mater, I thought you were helping me package merchandise—Oh! Hello, Miss Shiftwell."

"Good day, Mister McQueen."

Lightning realized he'd intruded on the couple and smiled apologetically.

"I'm sorry, I didn't mean to interrupt—" the racecar began to reverse back the way he came, but Mater stopped him.

"Naw wait, I'm a comin'! Listen Miss Shiftwell, I promised McQueen I'd git 'er done with him today, but I know I owe ya a dinner. So meet me at the Wheel Well 'round six?"

Holley was a bit startled to be turned away so quickly, but she had surprised the tow truck after all.

"Of course." She smiled to hide her disappointment. "I'll see you later."

Mater grinned that toothy grin of his, spinning donuts and cheering to McQueen's appreciative laughter, as the two drove off. Holley sighed inwardly and headed back to where she had left Finn, but the agent was driving the opposite way with the sheriff deep in conversation. She would hate to interrupt them. At a loss, Holley toured the town and was reminded of just how small it was. Everyone seemed too busy to chat her up beyond "Hello." Holley sighed and set her sights for a drive along Route 66's mountainous road.

The view at top was breathtaking, a view like nothing England had with its dusty desert colors and sharp, dramatic edges, but she had no one to share her thoughts with.

It seemed an eternity before six finally came around and Holley drove to the Wheel Well a little early. She reserved a table and waited another twenty minutes before Mater finally appeared, laughing up a storm with McQueen and his girl Sally. The racecar and Porche went off to their own table and Mater zoomed up to hers.

"I'm sorry I'm late, Miss Shiftwell, but you know how us business folk can get with business. You wasn't waitin' long, was you?" he eyed her near-empty glass.

"Not really." Holley smiled.

"I'll make it up to you, I promise!" he called over the waiter and ordered for them both, swearing that the Radiator Radials were the best thing on the menu. At last they settled in to catch up.

"So how is agent life, I didn't quite catch it last time." Mater chugged his drink.

"I can't really talk about it. You know, compromising security and all." Holley shrugged.

"Oh." Mater said. "Do you like it?"

"I can't say that either."

"Oh."

"…So what have you been up to?" Holley asked, struggling to keep up the conversation.

"Towing some cars, drivin' around, towing some other cars. Helpin' out McQueen when he asks me to."

"What do you do?" Holley smiled, an open topic on business was almost always full of intrigue and economic savoir faire.

"Uh, I'm not supposed to talk about it. McQueen's got them rivals what might steal his ideas."

"Oh."

There was a long pause.

"We've assimilated bulletin broadcasts hosting the World Prix to our databases in the minor Intelligence caches to forestall any further racing debacles."

"Yer what aches?"

"No, I mean…never mind."

There was another long pause.

"I got me some new dents." Mater smiled suddenly, swinging out a fender to show a particularly large dent in his rusted side. "Got this one on a wild tractor run and you wouldn't believ—hey, what happened to _yer_ dent?" Mater looked over Holley's pristine rear fender.

"Oh that, well ah, headquarters regulations don't allow for field agents to display any abnormalities because they're compromising in nature towards the safety of the agent. I had to have my dent buffed out." She admitted guiltily.

"They made you fix it?" Mater frowned. All Holley could do was nod.

An awkward silence hung in the air until their dinners arrived. They tucked in at once as though the cuisine could fill the void. Mater finished first and belched his approval. Holley had suddenly slowed in her eating.

"Did you want to go scare up some tractors after dinner or ride the train tracks? It's some real fun." Mater offered.

"Is there isopropanol in this?"

Mater stared at her a moment while Holley's innards twisted.

"Well she-oot there—"

Holley promptly ejected her dinner over the table to the gawk of the surrounding diners. Mater helped the agent wobble out of the restaurant, gushing apologies and promises to make amends, all of which Holley greenly waved away.

"I j-just want to park a spell. I-In private."

Mater escorted Holley to Siddeley at the edge of the town. The private jet, who often flew beyond twelve hours a day, often slept for twelve when he could get away with it. Siddeley was deep asleep when the pair of cars reached him. Holley clambered into the cabin a sleepy Siddeley opened, wishing to reassure Mater but too ill to form the words. The tow truck apologized again and drove away, crestfallen, leaving Holley feeling miserable. This was not at all how she'd imagined her visit would be.

Exhaustion from the day's events caught up with her and the spy drifted to sleep, only to be awakened an hour later by an agitated Finn.

"Holley, there you are! I've been ringing you but you wouldn't answer. The Americans have located Gasket, they want us to rendezvous with them in L.A. If my guess is correct, they're—are you all right?" The senior agent paused mid-roll into his stall as Siddeley sealed up the cabin and taxied around to take off. All Holley could manage was a shake of her head. Without a word, Finn depressed a button, scrolled through a menu, and passed a yellowish beverage over to his protégé. Holley cringed away from the glass, made sick again by the very thought of food. "Drink it. It'll settle your stomach. We have about an hour before meeting our allies and I need you out there with me, Agent Shiftwell."

Holley sipped at the drink as she watched Finn arrange all of their information, weapons, and route to the American metropolis in as inconspicuous a manner as possible, secretly grateful he hadn't pressed her for information on the course of her evening. The drink was bitter, but as promised, it did settle Holley's stomach. She wasn't quite ready when Finn briefed her on descent, but she refused to let him tackle their target alone.

As a coordinated team, she, Finn, and the Americans were able to capture Doctor Gasket, smoke out his minions, and deactivate his toxic gasoline pumps in lightning succession. With the mayhem winding down and their triumph assured, the British spies returned to their private jet with Finn chuckling the entire way.

"Too eager to catch the bandit first round and she ignores protocol, but make her sick as a Pinto and she's suddenly a well-oiled machine! Highly unorthodox, Miss Shiftwell, but surprisingly effective." Finn extended a tire for Holley to drive up the ramp into the cabin. "Shall we return to Radiator Springs? I daresay our visit was cut short."

"No, no. Let's return home." Holley opened a correspondence letter and began to write headquarters the logistics of Gasket's apprehension. Finn's brow went up a fraction, but he followed his companion into the cabin. They settled into their stalls.

"Did we not enjoy our brief holiday in Radiator Springs?" Finn asked distractedly, examining his armaments various conditions, but his attentions on the gadgets were less than full.

"It was fine." Holley continued to write, her eyes scanning lines and her tires spinning over the mouse pads.

"Oh?" Finn deployed his submachine gun and eyed down its barrel. "So your lone drive through the country was first-rate, was it?"

Holley paused over her work and looked through the holographic screen at the other agent. Finn retracted the weapon and looked her in the eye, his expression meaningful. Holley's lips parted, but she didn't know where to begin. Finn had been following her?

"Mater had plans arranged." She scrolled over her message but didn't read a word. "He wanted to spend time with McQueen."

"And dinner clearly didn't agree with you."

"He couldn't have known isopropyl alcohol makes me ill!"

Finn frowned.

"Holley."

Holley's projection lamps shuttered closed, feeling as though she had been chased out of her rabbit hole, the car caved.

"Oh Finn, it was awful!" she lamented at last. "We had nothing to say to each other and when we did it was like we were speaking two different languages. It seemed like all we had in common was health—and then not even that! I'm a specialized secret agent for the British Spy Service and he's—he's—"

"A tow truck, Holley." Finn finished, dulling Holley's emotionally charged tirade into a hush. "You two hail from very different professions, you couldn't be more dissimilar. Mater is and always will be an innocent. We met him by mistake under extreme circumstances; he was never meant to see into our world. While you will always first and foremost be a spy." Finn paused over his partner's silence. The agent sighed and tried another tact. "Holley, can you recite the academy's alma mater?"

Holley blinked at this sudden change of subject, but acquiesced.

"Excellence, diligence, and perseverance in every academic scholar to carry over into the ranks of British Intelligence."

"And you are fulfilling each to the utmost, Miss Shiftwell. You have the makings of a brilliant field agent. I wouldn't have been able to uncover the World Prix conspiracy if not for your help."

"And Mater's." Holley whispered. Finn heard.

"Mater was a happy accident in such dire circumstances, but you are a true undercover agent, Holley, and as an agent you cannot allow personal attachments to sway your judgment. Ever. The moment you do, it's over. You do understand?"

Holley stared at the ground. She knew everything her companion said was true, she'd learned every caution and precaution at university and her glaring ineptitude brought on two heated feelings: Firstly embarrassment; and secondly a desire to prove to Agent McMissile she was a capable agent worthy of his time and tutelage.

Holley took the car's advice in stride, silently swearing to make up for her shortcomings.

"Yes. Thank you, Agent McMissile."

"Right." He nodded, satisfied, relaxing back into his stall. "The real trick of the matter is finding contentment under such constricting working conditions, but that's quite enough to think on today. Let's return to headquarters, Siddeley." He said the last over the communications line. The agent turned back to his young charge who looked deep in thought.

"Good night, Agent Shiftwell." he said softly. Holley's voice had taken on a new determination.

"Good night, sir."

* * *

><p>Four years later and with many more successful missions under her belts, Holly Shiftwell had become the first desk agent to take her desk afield. She and McMissile were rarely apart and they grew close and well-known (as well-known as spies can be) for their teamwork.<p>

They were rarely given leisure time and the off day they did, they would usually spend it catching up on sleep.

One fortunate occasion gave Finn and Holley a brief holiday of forty-eight hours to kill and Finn recommended a place Holley had not thought of in four years: Radiator Springs.

Surprising them both, she agreed.

Several hours of traveling found the British agents at the edge of the old Route 66 town just as the sun was setting.

It was with some trepidation Holley located Mater towing a broken down car and she drove alongside him, but as their conversation went along, the agent found herself accepting this state of affairs.

"Hullo, Mater."

"If it ain't Miss Shiftwell! How are you?" Mater exclaimed as though nothing had changed. But Holley had.

"I'm well, and you?"

"Dandy as two spits on a fork! How's agent lif—oh right, y'all can't talk about it."

Holley smiled, but said nothing. They went on about the weather and Mater's especially special new dents just as they stopped beside the impound.

"Hey, it's been great to see you, but McQueen is visiting on accounta he's been outta town on business for weeks! I sure missed him. And I sure have missed you too, Miss Shiftwell."

"I've missed you too, Mater."

"Can you put me down now, please?" the towed car asked as politely as he could.

"Oh right, sorry feller." Mater dropped the rusted car and the pair waited for the guest to take the hint and drive away; he'd felt included in their conversation along the drive. Holley turned back to the tow truck.

"So, I'll see you around then?"

"She-oot, I don't see wha not. You know where I am." His eyes lit up as they glanced around the jaguar. "You all have a pleasant evenin' now!"

Holley watched the tow truck scree toward the approaching semi-truck hauling McQueen with quiet contentment. How that tow truck cared so deeply for his friend even so many years after she had met him. Holley lightly shook her head and drove around the familiar dramatic cliffs of the old dusty road at an unhurried pace. At the top of the secluded vista, Holley stopped in surprise to see McMissile parked there as though he were waiting for her.

"Holley," he smiled in warm welcome, "did you have a pleasant exchange with our almost-spy?"

The jaguar grinned and tossed him a dubious look.

"Do I tell you or do you already know?"

"I'm certain I have no idea what you're on about." Finn rolled back to the overlook, feigning innocence. Holley laughed.

"It was a delightful chinwag, thank you," she drove up to park beside him in bright humor. "It was quite nice to see Mater again; though McQueen is in town and no one can hold a candle to that racer."

"They are great chums." Finn observed. Holley hummed and relished the warm breeze that carried up along the face of the cliffs.

"But my if this view isn't spectacular. I didn't get to share it with anyone last holiday. It's beautiful, isn't it?"

"Quite beautiful."

The purple jag looked over to see her partner's eyes on her. She blinked at him and felt a sudden flutter. Finn cracked that debonair smile of his that would have easily made him a world-class diplomat.

"A few years past this vista was clouded over, the road cluttered with rock, and the path uncertain; but with effort and tenacity, a track wholly new has formed to a magnificent glimpse few could see."

"Are we still talking about the view?" Holley teased, knowing full well what her partner alluded to.

"You've always impressed me, Agent Shiftwell, even in those moments you weren't at your best. The breadth of a cars' character is established in adversity and when I called on you to go above and beyond the call of duty, you didn't hesitate. That's the mark of a gifted spy. I'd have cause to recommend you to your own operations, doling out assignments and fieldwork as you see fit. That way you aren't trapped lugging around a partner with half the technology you have."

"And half the experience." Holley pointed out. "I don't want another partner."

"There will always be another rookie behind you, and another behind him. You'll impart to them all I've taught you. You'll teach those young spies how to find their own happiness when it seems our vocation doesn't allow for it." The agent stared reminiscently out over the desert plain. "Your success will be paramount."

Finn revved in surprise when his partner kissed his fender.

"When the time comes. But I have no intention of replacing anyone, especially my partner." Holley reversed back from the cliff side pullout and rolled onto the road, nodding for her fellow spy to follow. "Come on you old spy car, let's go for a drive."

* * *

><p><strong>Author's Note: What can I say? I love British spies and snappy, wise-cracking cars. Put them together and forget about it. Obviously, Cars 2 filled two desirous items in my list and melded it into a joy-neuron for me. Suffice it to say, I HAD to pair Holley and Finn. Granted the latter is supposedly much 'older' than the former, it's right up my alley in confuddling relationships. I'll be the first to admit that I could not stomach the whole MaterxHolley scene. Sorry folks, she's brilliant and educated and he ern't. It's cute, I guess, but as a storyteller I can't see her seeing him in the long run-while I can easily see Holley working alongside Finn for infinite situations. And what a pair of characters! (And so little information on them at present!)<strong>

**Now there may not exactly be romance between HxF, but they certainly have respect for each other as spies in their profession, if not a deeper understanding and appreciation civilians can't grasp that simply goes unspoken for them. I tried to dig more in that vein, to be honest, to keep up with the canon...while actually ignoring the canon pairing. XD**

**I will also admit, I probably did not pull of this pairing as smoothly as I'd hoped. It's a bit rushed, it may have open ends, yes I agree, but that tends to be the nature of a one-shot. (And did I struggle with car anatomy! I avoided outright gender labeling, eyebrows, and lord human intestines was the hardest! Do cars have stomachs? But they have eyes and mouths and tongues! It killed me inside.) I just hope we all got from beginning to end in one piece, as Finn so brightly put it, and that some of you enjoyed the drive.**

**Please drop me a review and tell me what you think!**

**Blackfire 18**

**(If any of you are interested in other sarcastic British spy cars-take a peek around my 'Replacements' fics.)**


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